2015-02-06T13:36:26-06:00 2014-06-30 560747981 DIXON HUGHES GOODMAN LLP 4510 COX ROAD SUITE 200 GLEN ALLEN VA 230603394 990 2013-07-01 510205333 VIRGINIA MUSEUM OF FINE ARTS FOUNDATION VIRG 8043401515 200 N BOULEVARD RICHMOND VA 232204007 HOSSEIN SADID CHIEF FINANCIAL OFFICER 8043401515 2015-02-02 1 ANGELA CAIN P01244249 8042827636 2013 2016-04-25 22:37:26Z HOSSEIN SADID 200 N BOULEVARD RICHMOND VA 232204007 68502536 0 X N/A X 1976 VA THE VIRGINIA MUSEUM OF FINE ARTS FOUNDATION (FOUNDATION) WAS FOUNDED IN 1976 TO SUPPORT THE VIRGINIA MUSEUM OF FINE ARTS (MUSEUM), AN AGENCY OF THE COMMONWEALTH OF VIRGINIA.TO ACCOMPLISH ITS MISSION THE FOUNDATION ADMINISTERS A COMPREHENSIVE FUND RAISING PROGRAM, INVESTS PRIVATE ASSETS SUCH AS ENDOWMENTS, AND OWNS AND MAINTAINS PIECES OF REAL ESTATE USED BY THE MUSEUM FOR PROGRAM AND ADMINISTRATIVE FUNCTIONS. OF PARTICULAR NOTE ARE THE CAPITAL CAMPAIGN AND RETENTION OF CERTAIN VENDORS ON BEHALF OF THE CURRENT FACILITIES EXPANSION PROJECT. ALL SUCH ACTIVITIES ARE UNDERTAKEN AT THE REQUEST OF THE MUSEUM'S BOARD OF TRUSTEES. 31 31 31 60 55172 29985 11986671 9051334 52470 126573 8415877 12914478 0 0 20455018 22092385 14261630 15501553 0 0 1571540 1802854 0 0 1017432 1726834 2776338 17560004 20080745 2895014 2011640 258231125 284450138 45859147 45772167 212371978 238677971 X THE MISSION OF THE VIRGINIA MUSEUM OF FINE ARTS FOUNDATION IS TO SUPPORT THE VIRGINIA MUSEUM OF FINE ARTS THROUGH A COMPREHENSIVE FUND RAISING AND DONOR CULTIVATION PROGRAM AND THE INVESTMENT AND MANAGEMENT OF PRIVATE ASSETS. THIS SUPPORT ENHANCES THE ABILITY OF THE VIRGINIA MUSEUM OF FINE ARTS TO COLLECT, PRESERVE, EXHIBIT, AND INTERPRET ART, AND ENCOURAGE THE STUDY OF THE ARTS, AND THUS ENRICH THE LIVES OF THE CITIZENS OF THE COMMONWEALTH OF VIRGINIA. 0 0 16082200 15501553 126573 OVER THE PAST YEAR THE FOUNDATION HAS MANAGED THE PRIVATE INSTITUTIONAL ADVANCEMENT PROGRAM FOR THE VIRGINIA MUSEUM OF FINE ARTS, AN AGENCY OF THE COMMONWEALTH OF VIRGINIA. THE RESULTS OF THOSE FUND RAISING EFFORTS ARE REFLECTED IN THE DATA LISTED ON THIS RETURN. IN ADDITION, ENDOWMENTS HELD IN TRUST BY THE FOUNDATION FOR THE BENEFIT OF THE MUSEUM HAVE BEEN INVESTED, THE MANAGERS EVALUATED, THE INVESTMENT POLICY REVIEWED, AND FUNDS DISTRIBUTED IN ACCORDANCE WITH DONOR INTENT. 16082200 1 1 0 1 0 0 0 0 0 1 1 1 0 0 1 1 0 1 0 0 1 0 0 0 0 0 0 1 0 1 1 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 1 1 0 0 0 1 X 68 0 1 31 1 1 1 0 0 0 0 1 1 0 0 0 0 X 31 31 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 VA X THE FOUNDATION 8043401515 200 N BOULEVARD RICHMOND VA 232204007 X BENJAMIN W RAWLES III PRESIDENT & DIRECTOR 10.00 X X 0 0 0 KELLY B ARMSTRONG VICE PRESIDENT & DIRECTO 10.00 X X 0 0 0 STANLEY J OLANDER JR SECRETARY & DIRECTOR 10.00 X X 0 0 0 H HITER HARRIS III TREASURER & DIRECTOR 10.00 X X 0 0 0 MONA D ALBERTINE DIRECTOR 1.00 X 0 0 0 MICHAEL BAKWIN DIRECTOR 1.00 X 0 0 0 ANNE BATTLE DIRECTOR 1.00 X 0 0 0 JOHN R CURTIS JR DIRECTOR 1.00 X 0 0 0 CRAIG DIXON DIRECTOR 1.00 X 0 0 0 FRANCES M DULANEY DIRECTOR 1.00 X 0 0 0 FREDDIE P GRAY DIRECTOR 1.00 X 0 0 0 BARBARA NOBLE HOWARD DIRECTOR 1.00 X 0 0 0 MARGARET F HOWERTON DIRECTOR 1.00 X 0 0 0 CAROLYN HSU-BALCER DIRECTOR 1.00 X 0 0 0 KEITH R KISSEE DIRECTOR 1.00 X 0 0 0 JAMES W KLAUS DIRECTOR 1.00 X 0 0 0 CAROL LASCARIS DIRECTOR 1.00 X 0 0 0 DR ANDREW M LEWIS DIRECTOR 1.00 X 0 0 0 A JOHN LUCAS DIRECTOR 1.00 X 0 0 0 WYCLIFFE MCCLURE DIRECTOR 1.00 X 0 0 0 DR PAUL S MONROE DIRECTOR 1.00 X 0 0 0 RICHARD B OLSON DIRECTOR 1.00 X 0 0 0 J SARGEANT REYNOLDS JR DIRECTOR 1.00 X 0 0 0 MARY GRAY SHOCKEY DIRECTOR 1.00 X 0 0 0 MARK B SISISKY DIRECTOR 1.00 X 0 0 0 DAVID BRUCE SMITH DIRECTOR 1.00 X 0 0 0 VANCE H SPILMAN DIRECTOR 1.00 X 0 0 0 FRED T TATTERSALL DIRECTOR 1.00 X 0 0 0 EDWARD W VALENTINE DIRECTOR 1.00 X 0 0 0 ANNA M VAN BUREN DIRECTOR 1.00 X 0 0 0 LILO SIMMONS UKROP DIRECTOR 1.00 X 0 0 0 WILLIAM J ARMFIELD IV DIRECTOR - THROUGH OCTOBER 2013 1.00 X 0 0 0 MARY ANN FRABLE MD DIRECTOR - THROUGH OCTOBER 2013 1.00 X 0 0 0 NANCY H GOTTWALD DIRECTOR - THROUGH OCTOBER 2013 1.00 X 0 0 0 EVA TEIG HARDY DIRECTOR - THROUGH OCTOBER 2013 1.00 X 0 0 0 ELLEN GRAY N MAYBANK DIRECTOR - THROUGH OCTOBER 2013 1.00 X 0 0 0 CHARLOTTE M MINOR DIRECTOR - THROUGH OCTOBER 2013 1.00 X 0 0 0 MARSHALL N MORTON DIRECTOR - THROUGH OCTOBER 2013 1.00 X 0 0 0 DAVID M RANDOLPH DIRECTOR - THROUGH OCTOBER 2013 1.00 X 0 0 0 ALEXANDER L NYERGES CHIEF OPERATING OFFICER 22.00 X 298836 0 15764 JESSICA FEREY ASSISTANT SECRETARY THROUGH JUL 2013 45.00 X 9471 0 0 R FERN SPENCER CFO THROUGH MAY 2014 22.00 X 43985 0 0 MARK JOHNSON INTERIM CFO APR 2014 - DEC 2014 22.00 X 0 0 0 DAVID B BRADLEY DIRECTOR OF GOVERNMENTAL RELATIONS 45.00 X 152284 0 43711 LINDA LIPSCOMB DEPUTY DIRECTOR OF DEVELOPMENT 45.00 X 106399 0 18726 JAYNE SHAW DIRECTOR OF DEVELOPMENT 45.00 X 131839 0 18319 742814 0 96520 4 0 1 1 RISING TIDES SOLUTIONS LLC (RTS LABS) 4701 COX ROAD SUITE 325 RICHMOND VA 23060 COMPUTER TECHNOLOGY 560411 SILCHESTER INTERNATIONAL INVESTOR INC 370 LEXINGTON AVENUE SUITE 414 NEW YORK NY 10168 INVESTMENT MANAGEMENT 274531 IRIDIAN ASSET MANAGEMENT LLC 276 POST ROAD WEST WESTPORT CT 06880 INVESTMENT MANAGEMENT 228654 SPURRIER MEDIA GROUP LLC 140 VIRGINIA STREET SUITE 301 RICHMOND VA 23219 MARKETING AGENCY 140010 MONTICELLO ASSOCIATES 1200 17TH STREET SUITE 2600 DENVER CO 80202 INVESTMENT CONSULTING 131250 5 9051334 268431 9051334 TRIP FEES 900099 119608 119608 TICKET SALES 900099 6965 6965 126573 1941214 55172 1886042 57383415 46410151 10973264 10973264 10973264 22092385 126573 55172 12859306 15501553 15501553 1427233 126038 712703 588492 148594 13122 74202 61270 125506 11083 62673 51750 101521 8965 50696 41860 130963 130963 50642 50642 21875 21875 938250 938250 218147 218147 20498 19493 1005 134037 4252 67980 61805 214593 214298 295 18727 18727 64272 53946 10326 10010 455 6344 3211 55150 55150 49890 49890 UBI TAX 23703 23703 LOSS ON EXTINGUISHMENT 375481 375481 SPECIAL EVENTS 211517 28047 33064 150406 MISCELLANEOUS MUSEUM SU 206752 178367 28385 31831 13204 18627 20080745 16082200 2981113 1017432 1277444 625217 938508 1021847 2003890 1495073 575841 508817 109461950 126535681 133334927 144378524 12642455 11380052 258231125 284450138 132888 475969 40000000 40131000 96389 67592 5629870 5097606 45859147 45772167 X -18168908 -19420933 78058115 105634317 152482771 152464587 212371978 238677971 258231125 284450138 X 2011640 24481132 -186779 X X 0 1 X 1 0 X 10511455 12548653 12691826 11986671 9051334 56789939 10511455 12548653 12691826 11986671 9051334 56789939 3626773 53163166 1650316 1494729 1775271 2503200 1886042 9309558 8341 8548 67080 29985 113954 66213451 544532 0.80290 0.78090 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 0 0 0 0 0 1 21875 21875 0 PART II-B, LINE 1: THE FOUNDATION PAID AN ATTORNEY TO ASSIST IN REPRESENTING THE MUSEUM'S INTERESTS ON BUDGETARY ISSUES BEFORE THE STATE LEGISLATURE RELATED TO ITS ANNUAL OPERATING APPROPRIATION. 222903333 1802947 36589129 11813100 249482309 196720137 11118538 25473873 10409215 222903333 159032705 48697427 -3045769 7964226 196720137 135610533 1233709 31951240 9762777 159032705 124428369 2470325 15831515 7119676 135610533 0.02230 0.97770 0 0 2003890 1495073 508817 508817 LIMITED PARTNERSHIPS 144378524 F 144378524 ANNUITIES PAYABLE 4886235 RETIREMENT PAYABLE 211371 5097606 X 45412567 24481132 -222700 24258432 21154135 938250 938250 22092385 19183193 40698 40698 19142495 938250 938250 20080745 PART V, LINE 4: THE FOUNDATION'S ENDOWMENT CONSISTS OF VARIOUS INDIVIDUAL FUNDS THAT WERE ESTABLISHED FOR A VARIETY OF PURPOSES. THE FOUNDATION SPENDS IN ACCORDANCE WITH A BOARD ADOPTED POLICY BASED UPON ACCUMULATED EARNINGS AS DIRECTED BY DONORS AND ACTIONS OF THE BOARD OF DIRECTORS. THE PRIMARY OBJECTIVE OF THE ENDOWMENT FUNDS IS LONG-TERM CAPITAL APPRECIATION AND TOTAL RETURN. PART X, LINE 2: THE FINE ARTS FOUNDATION HAS RECEIVED A FAVORABLE DETERMINATION LETTER FROM THE INTERNAL REVENUE SERVICE (IRS) DATED FEBRUARY 18, 1977, STATING THAT IT IS EXEMPT FROM INCOME TAXES AS AN ORGANIZATION DESCRIBED IN SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE. ACCORDINGLY, THE ACCOMPANYING FINANCIAL STATEMENTS DO NOT REFLECT A PROVISION OR LIABILITY FOR FEDERAL AND STATE INCOME TAXES. THE FOUNDATION HAS DETERMINED THAT IT DOES NOT HAVE ANY MATERIAL UNRECOGNIZED TAX BENEFITS OR OBLIGATIONS AS OF JUNE 30, 2014 OR 2013. FISCAL YEARS ENDING ON OR AFTER JUNE 30, 2011 REMAIN SUBJECT TO EXAMINATION BY FEDERAL AND STATE TAX AUTHORITIES. PART XI, LINE 2D - OTHER ADJUSTMENTS: CHANGE IN FMV OF TRUSTS AND ANNUITIES AND INTEREST RATE SWAP (NET) -274,372. CHANGE IN CASH SURRENDER VALUE OF LIFE INSURANCE 51,673. ROUNDING -1. PART XI, LINE 4B - OTHER ADJUSTMENTS: INVESTMENT MANAGEMENT FEES NETTED AGAINST INCOME ON FINANCIAL STATEMENTS 938,250. PART XII, LINE 2D - OTHER ADJUSTMENTS: REPORTED ON VIRGINIA MUSEUM REAL ESTATE FOUNDATION 990EZ 40,699. ROUNDING -1. CENTRAL AMERICA AND THE CARIBBEAN 0 0 INVESTMENT 82447301 0 0 0 0 0 0 82447301 0 82447301 1 0 1 1 1 0 SCHEDULE F, PART I, LINE 3, COLUMN F: THIS AMOUNT REPRESENTS BOOK VALUE OF FOREIGN INVESTMENTS. 1 VIRGINIA MUSEUM OF FINE ARTS 200 NORTH BOULEVARD RICHMOND VA 23220 546001804 501 (C) (3) 15501553 TO ASSIST IN IMPLEMENTING AND FUNDING PROGRAMS, PROJECTS, AND OPERATIONS OF THE VIRIGNIA MUSEUM OF FINE ARTS. FOR THE YEAR ENDED JUNE 30, 2014, ASSISTANCE WAS USED FOR CURATORIAL, MUSEUM EXPANSION, EDUCATION AND OUTREACH, AND MANAGEMENT AND GENERAL EXPENSES. 1 PART I, LINE 2: THE ORGANIZATION WAS FORMED FOR THE PURPOSE OF IMPLEMENTING AND FUNDING PROGRAMS, PROJECTS AND OPERATIONS OF THE VIRGINIA MUSEUM OF FINE ARTS, WHICH ARE AUTHORIZED AND APPROVED BY THE BOARD OF TRUSTESS OF THE VIRGINIA MUSEUM OF FINE ARTS. X 1 1 X X X X 0 1 0 0 0 0 0 0 0 ALEXANDER L NYERGES CHIEF OPERATING OFFICER 67685 0 70000 0 161151 0 15764 0 0 0 314600 0 0 0 DAVID B BRADLEY DIRECTOR OF GOVERNMENTAL RELATIONS 152284 0 0 0 0 0 19863 0 23848 0 195995 0 0 0 JAYNE SHAW DIRECTOR OF DEVELOPMENT 131839 0 0 0 0 0 16426 0 1893 0 150158 0 0 0 PART I, LINE 1A ALEXANDER L. NYERGES, CHIEF OPERATING OFFICER (COO) IS CONTRACTUALLY REQUIRED TO LIVE IN A RESIDENCE OWNED AND HELD IN TRUST BY THE FOUNDATION. HE IS REQUIRED TO USE THIS RESIDENCE IN PERFORMING A PORTION OF HIS DUTIES AS DIRECTOR OF THE MUSEUM. THE FOUNDATION IS RESPONSIBLE FOR SUBSTANTIALLY ALL EXPENSES RELATED TO THE RESIDENCE WITH THE EXCEPTION OF CLEANING AND FURNISHING PRIVATE AREAS AND PERSONAL UTILITIES SUCH AS TELEPHONE AND CABLE. THIS HOUSING BENEFIT IS ESTIMATED TO BE $14,500 FOR 2013. SINCE THE COO IS TECHNICALLY AN EMPLOYEE OF THE MUSEUM AND NOT THE FOUNDATION, THE HOUSING BENEFIT WAS REPORTED AS TAXABLE COMPENSTAION ON THE COO'S W-2 RECEIVED BY THE MUSEUM. HOWEVER, SINCE THE HOUSING BENEFIT WAS PROVIDED BY THE FOUNDATION, THIS AMOUNT HAS BEEN INCLUDED IN THE FOUNDATION'S 990, PART VII, SECTION A, COLUMN F. PART I, LINE 4B DURING THE CURRENT YEAR THE FOUNDATION MADE TOTAL PAYMENTS OF $15,764 TO A NON-QUALIFIED RETIREMENT PLAN FOR THE BENEFIT OF ALEXANDER L. NYERGES, THE FOUNDATION'S CHIEF OPERATING OFFICER. SINCE THE COO IS FULLY VESTED IN THESE CONTRIBUTIONS, THE RELATED AMOUNTS HAVE BEEN REPORTED ON FORM 990, PART VII, SECTION A AND SCHEDULE J. THE FOUNDATION ALSO CONTRIBUTES $100,000 A YEAR TO A SUPPLEMENTAL BENEFIT ACCOUNT WHICH BECOMES 100% VESTED ON THE THIRD ANNIVERSARY OF THE CONTRIBUTION. SINCE THE AMOUNTS ARE NOT YET VESTED, THEY ARE NOT INCLUDED ON FORM 990 PART VII, SECTION A AND SCHEDULE J. SCHEDULE J, PART II: DURING FISCAL YEAR 2011, THE FOUNDATION ENTERED INTO AN OPERATING AGREEMENT WITH THE VIRGINIA MUSEUM OF FINE ARTS, AN UNRELATED ORGANIZATION UNDER IRS GUIDELINES. THE OPERATING AGREEMENT STATES THAT THE DIRECTOR OF THE MUSEUM SHALL ALSO SERVE AS THE COO OF THE FOUNDATION AND THE CFO OF THE MUSEUM SHALL ALSO SERVE AS THE CFO OF THE FOUNDATION. HOWEVER, THESE INDIVIDUALS WILL BE CONSIDERED EMPLOYEES OF THE MUSEUM, NOT THE FOUNDATION. AS PART OF A SUPPLEMENTAL SUPPORT AGREEMENT BETWEEN THE FOUNDATION AND THE COO, THE FOUNDATION MAKES PAYMENTS TO THE MUSEUM FOR SUPPLEMENTAL SALARY AMOUNTS WHICH ARE PAID BY THE MUSEUM TO THE COO AS PART OF HIS SALARY. THESE AMOUNTS TOTALED $146,651 FOR THE YEAR. IN ADDITION, THE FOUNDATION ALSO PROVIDES A HOUSING BENEFIT TO THE COO ESTIMATED TO BE VALUED AT $14,500 FOR 2013. BOTH THE SALARY SUPPLEMENT AND HOUSING BENEFIT PROVIDED TO THE COO BY THE FOUNDATION WERE INCLUDED AS TAXABLE COMPENSTATION IN THE COO'S W-2 FROM THE MUSEUM. A VIRGINIA SMALL BUSINESS FINANCING AUTHORITY 541300845 2014-06-26 30099000 TO REDEEM ALL OUTSTANDING SERIES 2005 BONDS AND SERIES 2008 BONDS 0 0 0 B VIRGINIA SMALL BUSINESS FINANCING AUTHORITYB 541300845 2014-06-26 10032000 TO REDEEM ALL OUTSTANDING SERIES 2005 BONDS AND SERIES 2008 BONDS 0 0 0 A 30099000 99000 30000000 1 0 1 1 B 10032000 32000 10000000 1 0 1 1 A 0 0 0 0 0 0 0 0 0 B 0 0 0 0 1 0 0 0 0 A 0 B 0 X 40 268431 FAIR MARKET VALUE 0 0 1 PART I, LINE 32B: THE FOUNDATION USES STOCK BROKERS TO SELL GIFTS OF PUBLICLY TRADED STOCK. FORM 990, PART V, LINE 4A: DURING CALENDAR YEAR 2013, THE ORGANIZATION HELD FOREIGN HEDGE FUND INVESTMENTS. UNDER GUIDANCE PROVIDED IN IRS NOTICE 2010-23 AND FINCEN 31 CFR PART 103, A FINANCIAL INTEREST IN, OR SIGNATURE AUTHORITY OVER, A FOREIGN HEDGE FUND OR PRIVATE EQUITY FUND DOES NOT REQUIRE THE ORGANIZATION TO FILE FORM TD F 90-22.1, REPORT OF FOREIGN BANK AND FINANCIAL ACCOUNTS. IRS NOTICE 2010-23 ALSO STATES THAT "PROVIDED THE TAXPAYER HAS NO OTHER REPORTABLE FOREIGN FINANCIAL ACCOUNTS FOR THE YEAR IN QUESTION, A TAXPAYER WHO QUALIFIES FOR THE FILING RELIEF PROVIDED IN THIS NOTICE SHOULD CHECK THE "NO" BOX IN RESPONSE TO FBAR-RELATED QUESTIONS FOUND ON FEDERAL TAX FORMS. THEREFORE, THE ORGANIZATION HAS CHECKED "NO" ON FORM 990, PART V, LINE 4A. FORM 990, PART VI, SECTION B, LINE 11 THE DRAFT OF THE 990 RETURN WAS INITIALLY REVIEWED BY THE CHIEF FINANCIAL OFFICER AND THE MUSEUM DIRECTOR WITH THE ASSISTANCE OF THE INDEPENDENT EXTERNAL AUDITORS. IN ACCORDANCE WITH THE BY-LAWS IT WAS NEXT REVIEWED BY THE GOVERNANCE AND AUDIT COMMITTEE WITH THE ASSISTANCE OF MANAGEMENT. IT WAS ALSO MADE AVAILABLE TO THE BOARD OF DIRECTORS PRIOR TO SUBMITTAL. FORM 990, PART VI, SECTION B, LINE 12C A CONFLICT OF INTEREST POLICY, WITH A COMPLAINT PROCEDURE WAS ADOPTED IN 2004 AND WAS STRENGTHENED IN 2009 WITH THE INCLUSION OF A SEPARATE WHISTLE BLOWERS POLICY AND QUESTIONNAIRE. ALL DIRECTORS AND STAFF MEMBERS HAVE BEEN BRIEFED ON THEIR OBLIGATIONS UNDER THE POLICY. ANNUALLY THE DIRECTORS AND STAFF MEMBERS ARE REQUIRED TO COMPLETE THE QUESTIONNAIRE AND DISCLOSE ANY CONFLICT THEY HAVE. IN ADDITION, THE CORPORATE SECRETARY AND GENERAL COUNSEL ARE PREPARED TO RESPOND TO INQUIRIES AND VIOLATIONS TO THE POLICY AND RESPOND ACCORDINGLY. FORM 990, PART VI, SECTION B, LINE 15 THE ORGANIZATION'S BUDGET COMPENSATION COMMITTEE REVIEWS AND APPROVES THE SALARY OF OFFICERS AND KEY EMPLOYEES. FORM 990, PART VI, SECTION C, LINE 19 INFORMATION IS PROVIDED UPON REQUEST. FORM 990, PART VII, LINE 5: DURING FISCAL YEAR 2011, THE FOUNDATION ENTERED INTO AN OPERATING AGREEMENT WITH THE VIRGINIA MUSEUM OF FINE ARTS, AN UNRELATED ORGANIZAITON UNDER IRS GUIDELINES. THE OPERATING AGREEMENT STATES THAT THE DIRECTOR OF THE MUSEUM SHALL ALSO SERVE AS THE COO OF THE FOUNDATION AND THE CFO OF THE MUSEUM SHALL ALSO SERVE AS THE CFO OF THE FOUNDATION. HOWEVER, NEITHER OF THESE INDIVIDUALS WILL BE CONSIDERED EMPLOYEES OF THE FOUNDATION. AS PART OF A SUPPLEMENTAL SUPPORT AGREEMENT BETWEEN THE FOUNDATION AND THE COO, THE FOUNDATION MAKES PAYMENTS TO THE MUSEUM FOR SUPPLEMENTAL SALARY AMOUNTS WHICH ARE PAID BY THE MUSEUM TO THE COO AS PART OF HIS SALARY. THESE AMOUNTS TOTALED $146,651 FOR THE YEAR. IN ADDITION, THE FOUNDATION ALSO PROVIDES A HOUSING BENEFIT TO THE COO ESTIMATED TO BE VALUED AT $14,500 FOR 2013. BOTH THE SALARY SUPPLEMENT AND HOUSING BENEFIT PROVIDED TO THE COO BY THE FOUNDATION WERE INCLUDED AS TAXABLE COMPENSTATION IN THE COO'S W-2 FROM THE MUSEUM. FORM 990, PART XI, LINE 9: CHANGE IN FAIR MARKET VALUE OF TRUSTS AND ANNUITIES -410,892. CHANGE IN FAIR MARKET VALUE OF INTEREST RATE SWAP 136,520. FROM VIRGINIA MUSEUM REAL ESTATE FOUNDATION 35,920. CHANGE IN CASH SURRENDER VALUE OF LIFE INSURANCE 51,673. FORM 990, PART XII, LINE 2C: THERE ARE NO REPORTABLE CHANGES TO THE ORGANIZATION'S OVERSIGHT PROCESS FROM THE PRIOR TAX YEAR. VIRGINIA MUSEUM REAL ESTATE FOUNDATION 200 N BOULEVARD RICHMOND VA 232204007 541630084 REAL ESTATE MANAGEMENT RELATED TO REAL PROPERTY HELD IN SUPPORT OF VMFA VA 501(C)(3) LINE 11A, I VIRGINIA MUSEUM OF FINE ARTS FOUNDATION 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0